aibioHelix Acquisition Corp. II (now BridgeBio Oncology Therapeutics) says S-4 is effective, vote set for August 4
The shell company says the registration statement for its merger with BBOT is effective and set a shareholder meeting for August 4, 2025, but the release gives no deal value or minimum cash figure.
Key facts
- Companies
- BridgeBio Oncology Therapeutics, Inc. (NASDAQ: BBOT), BridgeBio Pharma, Inc. (NASDAQ: BBIO)
- News type
- Mergers
- Primary source
- BridgeBio Oncology Therapeutics, Inc. 8-K (2025-07-11)
Helix Acquisition Corp. II (Nasdaq: HLXB), a special purpose acquisition company sponsored by Cormorant Asset Management, said on July 11, 2025 that the Securities and Exchange Commission had declared effective its Form S-4 registration statement for the proposed business combination with TheRas, Inc., doing business as BridgeBio Oncology Therapeutics (BBOT). The release, issued jointly with BBOT, says the registration statement was declared effective on July 10, 2025. It is Exhibit 99.1 to an 8-K filed the same day, and the 8-K says it is furnished rather than filed.
The vote and the timetable
Helix will hold an extraordinary general meeting of its shareholders on August 4, 2025, to consider the business combination. The proxy statement and prospectus will be mailed to shareholders of record as of June 30, 2025. The parties anticipate that the deal will close in August 2025, subject to closing conditions.
The 8-K says the deal is subject to the satisfaction or waiver of the conditions in the agreement. The release does not say which conditions remain open, or whether any of them have been waived. The agreement is dated February 28, 2025, and Amendment No. 1 to it is dated June 17, 2025. The release does not describe what that amendment changed.
On closing, the combined company will be renamed BridgeBio Oncology Therapeutics. Merger Sub, Helix II Merger Sub, Inc., is a Delaware subsidiary of Helix.
BBOT
The release describes BBOT as a clinical-stage biopharmaceutical company advancing a pipeline of novel small molecule therapeutics targeting RAS and PI3Kα malignancies. It says BBOT aims to improve outcomes for patients with cancers driven by the two most prevalent oncogenes in human tumors. It also says BBOT was initially formed as a subsidiary of BridgeBio Pharma, Inc. (Nasdaq: BBIO).
The release gives no clinical data, program timelines or financial figures for BBOT. Its description is a statement of purpose, not evidence of how the drugs perform. The release's forward-looking statements name three candidates, BBO-8520, BBO-10203 and BBO-11818, and two clinical trials, ONKORAS-101 and BREAKER-101, and refer to the expected dosing of the first patient with BBO-11818. It reports no results from any of them. In a separate filing dated July 21, 2025, BBOT announced that Uneek Mehra, formerly chief financial and business officer at 4D Molecular Therapeutics, would join as chief financial officer. Eli Wallace, PhD, is BBOT's chief executive officer.
What the shell holds
The annual report filed in March 2025 describes Helix as a Cayman Islands company incorporated on June 15, 2021, with no operations and no revenue. It calls the company a shell, because its nominal assets consist almost entirely of cash. The sponsor paid $25,000 for 2,875,000 Class B ordinary shares in June 2021.
Helix completed its initial public offering of 18,400,000 Class A ordinary shares at $10.00 per share on February 13, 2024. The total includes 2,400,000 shares sold when the underwriter exercised its over-allotment option in full. Gross proceeds were $184,000,000. Simultaneously, the company sold 509,000 private placement shares to the sponsor at $10.00 each, for $5,090,000. Three investment vehicles managed by Cormorant Asset Management, LP bought the 2,400,000 shares in the IPO at the IPO price.
The release gives a different IPO date. It says Helix raised $184 million in its initial public offering on February 9, 2024, while the annual report gives February 13, 2024.
What the release leaves out
The release gives no deal value, exchange ratio or valuation for BBOT. It does not state the minimum transaction proceeds or the amount of cash that would remain in the trust account after shareholder redemptions. It also does not describe the redemption process or say how many public shares holders might redeem.
The release settles the registration and the meeting date. It leaves open the terms of the deal, the cash it would bring to the combined company, and how many shareholders will redeem before closing.